Common use of Representations and Warranties of the Special Servicer Clause in Contracts

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Bondholders, as of the Closing Date, that: (i) The Special Servicer is a ___________________ duly organized, validly existing and in good standing under the laws of the State of ____________ and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer that, if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer's reasonable good faith judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vii) Each officer, director, employee, consultant or advisor of the Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance. (viii) No regulatory or governmental approval is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as have been obtained. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates in accordance with its terms. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall given prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a ____________________ duly organized, validly existing and in good standing under the laws of the State of __________________ and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer that, if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer's reasonable good faith judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vii) Each officer, director, employee, consultant or advisor of the Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance. (viii) No regulatory or governmental approval is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as have been obtained. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust Fund remains in accordance with its termsexistence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall given prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a ___________________ corporation duly organized, validly existing and in good standing under the laws of the State of ____________ , and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by which is applicable to it or any of its assets, which default or breach, in the reasonable judgment of the Special Servicer, is boundlikely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, Servicer enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the reasonable judgment of the Special Servicer's reasonable good faith judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer thatServicer, if determined adversely to the outcome of which, in the Special Servicer's reasonable judgment, would prohibit the Special Servicer from entering into this Agreement or thator, in the Special Servicer's reasonable good faith judgment, is likely could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vii) Each officer, director, employee, consultant or advisor of the The Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c3.07(d). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance. (viii) No regulatory consent, approval, authorization or order of any state or federal court or governmental approval agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as except for those consents, approvals, authorizations or orders that previously have been obtainedobtained and except where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Special Servicer to perform its obligations under this Agreement. (ix) As of the Closing Date, the Special Servicer is not a party to any Sub-Servicing Agreement providing for the performance of duties of the Special Servicer by any Sub-Servicers with respect to any of the Serviced Mortgage Loans or Administered REO Properties. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust remains in accordance with its termsexistence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall given give prompt written notice thereof to each of the other parties heretohereto and the Controlling Class Representative. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a ___________________ limited liability company duly organized, validly existing and in good standing under the laws of the State of ____________ Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by which is applicable to it or any of its assets, which default, in the good faith and reasonable judgment of the Special Servicer, is boundlikely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained or where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Special Servicer to perform its obligations under this Agreement. (vii) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer that, if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer's reasonable good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (viiviii) Each officer, director, employee, consultant or advisor of the The Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c3.07(d). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance. (viii) No regulatory or governmental approval is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as have been obtained. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust remains in accordance with its termsexistence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall given give prompt written notice thereof to each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders, as of the Closing Settlement Date, that: (i) The Special Servicer is a ___________________ duly organized, validly existing and in good standing as a national banking association under the laws of the State of ____________ United States, and the Special Servicer is in compliance with the laws of each the State in which any each of the Mortgaged Property Properties is located to the extent necessary to ensure the enforceability of the Mortgage Loan and to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the material breach of, any material agreement or other material instrument to which it is a party or by which is applicable to it or any of its assets, which default or breach, in the reasonable judgment of the Special Servicer, is boundlikely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer thatServicer, if determined adversely to the outcome of which, in the Special Servicer's reasonable judgment, would prohibit the Special Servicer from entering into this Agreement or thator, in the Special Servicer's reasonable good faith judgment, is likely could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vii) Each officer, director, employee, consultant or advisor of the The Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance.--------------- (viii) No regulatory consent, approval, authorization or order of any state or federal court or governmental approval agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as except for those consents, approvals, authorizations or orders that previously have been obtained.obtained and except where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Special Servicer to perform its obligations under this Agreement. ( (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement --------------- and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust remains in accordance with its termsexistence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall given give prompt written notice thereof to each of the other parties heretohereto and the Controlling Class Representative. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such --------------- appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of ------------------ organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto Trustee, for its own benefit and for the benefit of the BondholdersCertificateholders, and to the Depositor and the Servicer, as of the Closing Date, that: (i) The Special Servicer is a ___________________ limited partnership duly organized, validly existing and in good standing under the laws of the State of ____________ Maryland, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement.; (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents partnership agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by which is applicable to it or any of its assets, or result in the violation of any law, rule, regulation, order, judgment or decree which the Special Servicer or its property is bound.subject; (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.; (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.; (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer that, if determined adversely to the Special Servicer, which would prohibit the Special Servicer from entering into this Agreement or thator, in the Special Servicer's reasonable good faith judgment, and reasonable judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer.; (vii) Each officer, director, employee, consultant director or advisor employee of the Special Servicer with that has or, following the occurrence of a Servicing Transfer Event, would have responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directorsdirectors or employees that is or, employeesfollowing the occurrence of a Servicing Transfer Event, consultants or advisors would be involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance.; and (viii) No regulatory consent, approval, authorization or order of any court or governmental approval agency or body is required for the execution, delivery and performance by the Special Servicer, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the transactions contemplated herein, other than any such approvals as have been obtainedability of the Special Servicer to perform its obligations hereunder. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(aparagraph (a) above shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates in accordance with its termsAgreement. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall given prompt written notice thereof to the other parties hereto. (c) Any successor The Special Servicer shall be deemed to have madeindemnify the Trustee the Trust Fund and hold them harmless against any losses, as damages, penalties, fines, forfeitures, legal fees and related costs, judgments and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from a material breach of the date of its succession, each of the Special Servicer's representations and warranties set forth contained in Section 2.05(a)paragraph (a) above. Such indemnification shall survive any termination or resignation of the Special Servicer, subject to such appropriate modifications to and any termination of the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organizationAgreement.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a ___________________ limited partnership duly organized, validly existing and in good standing under the laws of the State of ____________ and is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by which it is bound. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer that, if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer's reasonable good faith judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vii) Each officer, director, employee, consultant or advisor of the Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance. (viii) No regulatory or governmental approval is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as have been obtained. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust Fund remains in accordance with its termsexistence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall given prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer Servicer, in such capacity, hereby represents represents, warrants and warrants covenants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a ___________________ duly organized, corporation validly existing and in good standing under the laws of the State of ____________ Delaware, and the Special Servicer is in compliance with the laws of each State state in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will not not: (A) violate the Special Servicer's organizational documents documents; or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which is applicable to it is boundor any of its assets, which default or breach, in the good faith and reasonable judgment of the Special Servicer, would reasonably be expected to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened threatened, against the Special Servicer that, if determined adversely to the Special Servicer, would the outcome of which, in the Special Servicer's good faith and reasonable judgment, could reasonably be expected to prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer's reasonable good faith judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special ServicerAgreement. (vii) Each officerAny consent, directorapproval, employeeauthorization or order of any court or governmental agency or body required under federal or state law for the execution, consultant delivery and -176- performance by the Special Servicer of or advisor of compliance by the Special Servicer with responsibilities concerning this Agreement or the servicing consummation of the transactions contemplated by this Agreement has been obtained and administration is effective except where the lack of any Specially Serviced Mortgage Loan consent, approval, authorization or REO Property is covered order would not have a material adverse effect on the performance by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insuranceunder this Agreement. (viii) No regulatory or governmental approval is required for the consummation by the The Special Servicer possesses all insurance required pursuant to Section 3.07(c) of the transactions contemplated herein, other than any such approvals as have been obtainedthis Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a3.24(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust Fund remains in accordance with its termsexistence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall given give prompt written notice thereof to the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a3.24(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i3.24(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders and the Companion Loan Holder(s), as of the Closing Date, that: (i) The Special Servicer is a ___________________ duly organized, validly existing and in good standing as a corporation under the laws of the State of ____________ Delaware, and the Special Servicer is in compliance with the laws of each State jurisdiction in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, will do not violate the Special Servicer's organizational documents or constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by that is applicable to it or any of its assets, which it default, in the Special Servicer's reasonable judgment, is boundlikely to materially and adversely effect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full corporate power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to except as such enforcement may be limited by (A) applicable bankruptcy, receivership, insolvency, reorganization, liquidation, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer that, if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or that, outcome of which in the Special Servicer's reasonable good faith judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vii) Each officer, director, employee, consultant officer or advisor employee of the Special Servicer with that has responsibilities concerning the servicing and administration of any Specially the Serviced Mortgage Loan or REO Property Loans is covered by errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance. (viii) No regulatory consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental approval agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as except for those consents, approvals, authorizations and orders that previously have been obtainedobtained and those filings and registrations that previously have been completed. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust remains in accordance with its termsexistence. Upon discovery by any party of the parties hereto of any a breach of any of the foregoing such representations and warrantieswarranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall given give prompt written notice thereof to each of the other parties hereto. (c) Any Each successor Special Servicer (if any) shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a ___________________ corporation duly organized, validly existing and in good standing under the laws of the State of ____________ , and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by which is applicable to it or any of its assets, which default or breach, in the reasonable judgment of the Special Servicer, is boundlikely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, Servicer enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the reasonable judgment of the Special Servicer's reasonable good faith judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer thatServicer, if determined adversely to the outcome of which, in the Special Servicer's reasonable judgment, would prohibit the Special Servicer from entering into this Agreement or thator, in the Special Servicer's reasonable good faith judgment, is likely could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vii) Each officer, director, employee, consultant or advisor of the The Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(cSECTION 3.07(D). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance. (viii) No regulatory consent, approval, authorization or order of any state or federal court or governmental approval agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as except for those consents, approvals, authorizations or orders that previously have been obtainedobtained and except where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Special Servicer to perform its obligations under this Agreement. (ix) As of the Closing Date, the Special Servicer is not a party to any Sub-Servicing Agreement providing for the performance of duties of the Special Servicer by any Sub-Servicers with respect to any of the Serviced Mortgage Loans or Administered REO Properties. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(aSECTION 2.06(A) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust remains in accordance with its termsexistence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall given give prompt written notice thereof to each of the other parties heretohereto and the Controlling Class Representative. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(aSECTION 2.06(A), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(iSECTION 2.06(A)(I) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.

Representations and Warranties of the Special Servicer. (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the BondholdersCertificateholders, as of the Closing Date, that: (i) The Special Servicer is a ___________________ corporation duly organized, validly existing and in good standing under the laws of the State of ____________ _____, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and to perform its obligations under this Agreement. (ii) The Special Servicer's execution and delivery of this Agreement by the Special Servicerof, and the performance under and compliance with the terms of this Agreement by the Special Servicer, will not violate the Special Servicer's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or by which is applicable to it or any of its assets, which default, in the good faith and reasonable judgment of the Special Servicer, is boundlikely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (iii) The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer's reasonable good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vi) No litigation is pending or, to the best of the Special Servicer's knowledge, threatened against the Special Servicer thatServicer, if determined adversely to the outcome of which, in the Special Servicer's good faith and reasonable judgement, would prohibit the Special Servicer from entering into this Agreement or thator, in the Special Servicer's reasonable good faith and reasonable judgment, is likely could reasonably be expected to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer. (vii) Each officer, director, employee, consultant or advisor of the The Special Servicer with responsibilities concerning the servicing and administration of any Specially Serviced Mortgage Loan or REO Property is covered by has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(c3.07(d). Neither the Special Servicer nor any of its officers, directors, employees, consultants or advisors involved in the servicing or administration of Mortgage Loans has been refused such coverage or insurance. (viii) No regulatory consent, approval, authorization or order of any state or federal court or governmental approval agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, other than any such approvals as expect for those consents, approvals, authorizations or orders that previously have been obtainedobtained and where the lack of such consent, approval, authorization or order would not have a material adverse effect on the ability of the Special Servicer to perform its obligations under this Agreement. (b) The representations and warranties of the Special Servicer set forth in Section 2.05(a2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made until this Agreement terminates for so long as the Trust remains in accordance with its termsexistence. Upon discovery by any party hereto of any a breach of any of the foregoing such representations and warrantieswarranties which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall given give prompt written notice thereof to each of the other parties hereto. (c) Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i2.06(a)(i) to accurately reflect such successor's jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.